SEC Form 4 · accession 0001659173-16-000108
AMERICATOWNE Inc.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Alton Perkins
Officer — Chair, CEO, CFO, Sec. · 10% Owner
Period of report
Dec 14, 2015
Accepted (ET)
Feb 2, 2016 · 9:42 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001606699
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3 | Dec 14, 2015 | J | 1,000,000 | $0.05 | A | 6,100,367 | D | |
| Common StockF2,F1 | holding | — | — | — | 23,466,426 | I | Trust; Yiliame NV and Yilaime NC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionF2,F1 | $0.05 | Dec 14, 2015 | J | 1,000,000 | A | Nov 25, 2014 | Nov 25, 2016 | Common Stock | 1,000,000 | 23,466,426 | I |
| OptionF2 | $0.05 | holding | — | — | — | Nov 25, 2014 | Nov 25, 2019 | Common Stock | 1,000,000 | 0 | D |
Explanation of responses
- F1Mr. Perkins controls 6,100,367 shares of common stock via the Alton & Xiang Mei Lin Perkins Family Trust; 13,750,000 shares via Yilaime Corp (Nevada) and 3,616,059 shares via Yilaime (North Carolina) for a total of 23,466,426 shares of common stock.
- F2The Company has issued Mr. Perkins an option to purchase up to 1,000,000 shares of common stock of the Company per year at any time prior to the conclusion of the first year of the Agreement, i.e. prior to 365 days after execution of the Agreement, which was on November 25, 2014, at a price of $0.05 per share, and annually thereafter for a total of 5 consecutive years. The shares purchased under this option shall be considered subject to all rights and restrictions set forth in his Employment, LockUp and Options Agreement. At the end of fiscal year 2015, Mr. Perkins had 6,100,367 shares issued to him through his Trust, and his beneficial ownership at the end of tax year 2015 was 23,466,426, and his current beneficial ownership is 23,466,426 shares (both of which include his individual holdings through his Trust). This filing is consistent with all prior disclosures made on numerous Form 8-Ks.
- F3The Alton & Xiang Mei Lin Perkins Family Trust (the "Perkins Trust"), by and through its trustee, Alton Perkins, who is the majority beneficial owner of the shares of common stock of AmericaTowne, Inc. (the "Company"), and the control party of Yilaime Corporation and Yilaime Corporation of NC, as disclosed in the original Schedule 13D, exercised the option under Mr. Perkins' Employment Agreement with the Company (as assignee of the right to exercise) to purchase 1,000,0000 shares of restricted common stock for $.05/share. The Perkins Trust used personal funds for this acquisition. The funds were placed in escrow since the acquisition was not set to close. The acquisition closed on December 14, 2015 with the funds being released out of escrow and to the Company, and the Company's transfer agent issuing the shares related to the acquisition.